Financial Performance - Net loss for Q4 2025 was $2.6 million, or $0.17 per Beneficial Unit Certificate (BUC) [3] - Total revenues for Q4 2025 were $17,154,113, a decrease of 24.5% compared to $22,586,024 in Q4 2024 [19] - Net income (loss) for Q4 2025 was $(2,612,649), compared to a net income of $10,132,523 in Q4 2024, representing a significant decline [19] - Net income (loss) available to Partners for the year 2025 was $(11,529,795), compared to $18,331,662 in 2024 [19] - The Partnership's net income (loss) per BUC for Q4 2025 was $(0.17), compared to $0.39 in Q4 2024 [21] Cash Flow and Distributions - Cash Available for Distribution (CAD) for Q4 2025 was $2.8 million, or $0.12 per BUC [3] - Total CAD for Q4 2025 was $2,752,828, down 34.3% from $4,195,491 in Q4 2024 [21] - Cash distributions declared per BUC for 2025 were $0.25, compared to $0.37 in 2024, indicating a reduction of 32.4% [21] Assets and Investments - Total assets as of December 31, 2025, amounted to $1.5 billion [3] - Total Mortgage Revenue Bond (MRB) and Governmental Issuer Loan (GIL) investments reached $1.15 billion [3] - The Partnership acquired four multifamily properties in South Carolina for $119.9 million due to borrower defaults [8] - A new $84.0 million mortgage loan was secured to partially finance the property acquisitions [8] - All MRB and GIL investments were current on contractual principal and interest payments as of December 31, 2025 [13] Strategic Initiatives - The Partnership's strategy includes reducing capital allocation to joint venture equity investments in market rate multifamily properties [4] - The Partnership plans to redeploy capital from sales of market rate multifamily investments into tax-exempt mortgage revenue bond investments [6] Risk Management - The provision for credit losses for the year ended December 31, 2025, was $9,807,134, compared to a reversal of $(1,036,308) in 2024 [19] - The Partnership reported unrealized losses on derivatives of $(130,575) for Q4 2025, compared to $(6,978,561) in Q4 2024 [21] Other Financial Metrics - The Partnership executed a hedging strategy with net receipts of approximately $660,000 for Q4 2025 [13] - Weighted average number of BUCs outstanding for Q4 2025 was 23,204,406, slightly up from 23,115,162 in Q4 2024 [21] - The gain on sale of real estate assets for Q4 2025 was $3,017,410, while there was no gain reported in Q4 2024 [19]

Financial Performance and Losses - The company has incurred net losses of $11.9 million and $16.5 million for the years ended December 31, 2025, and December 31, 2024, respectively, with an accumulated deficit of $55.2 million as of December 31, 2025[213]. - Future net losses will depend on the rate of expenditures and the ability to obtain funding through equity or debt financings, strategic collaborations, or grants[214]. - The historical financial results may not be indicative of future financial performance, as operating expenses may vary significantly due to ongoing clinical studies[227]. - The company expects to continue incurring significant expenses and increasing operating losses as it expands research and clinical development[215]. Cash and Funding Concerns - As of December 31, 2025, the company's cash and cash equivalents were $6.0 million, raising substantial doubt about its ability to continue as a going concern[222]. - The company will need to raise substantial additional funding to advance its development, regulatory, manufacturing, marketing, and sales capabilities[220]. - The company may issue up to $13.17 million of ordinary shares under the ATM Agreement, which could lead to substantial dilution for existing shareholders[370]. Product Development and Regulatory Challenges - The company has never generated any revenue from product sales and does not anticipate doing so for the foreseeable future[217]. - The regulatory approval processes for the company's product candidates are lengthy and unpredictable, with no current approvals obtained[238]. - The company has never submitted marketing applications to the FDA or comparable foreign regulatory authorities, raising uncertainty about the success of its product candidates[235]. - Clinical drug development is expensive and can take many years, with a high failure rate for drugs in clinical studies[240]. - The company faces challenges in enrolling patients for clinical studies, particularly for rare diseases like pancreatic cancer, which had approximately 61,000 diagnoses in the U.S. in 2020[245]. Market and Competitive Landscape - The biotechnology and pharmaceutical industries are highly competitive, with numerous companies developing therapies targeting similar mutations, which may adversely affect the company's market position[276]. - The company competes with numerous firms developing RNAi therapeutics and other treatment modalities, which may affect its ability to successfully commercialize its products[297]. - The potential market size for target diseases, particularly rare diseases like pancreatic cancer, may differ materially from initial estimates, impacting the business plan and financial condition[282]. Intellectual Property and Patent Risks - The company relies on patent protection for its technologies and products, and failure to secure effective patent rights could hinder competitive positioning[302]. - The process of obtaining and maintaining patent rights is expensive and time-consuming, and the company may not be able to file all necessary patent applications in a timely manner[303]. - The company faces significant uncertainties regarding its patent applications, which may not result in issued patents that adequately cover its product candidates[304]. - The evolving RNAi intellectual property landscape presents challenges, as third-party patents may cover the company's products or technologies, potentially hindering development and commercialization efforts[320]. Operational and Compliance Risks - The company must comply with various regulatory requirements, and failure to do so could adversely affect its ability to commercialize products and generate revenue[255]. - The manufacturing process for product candidates is complex and highly regulated, with risks of contamination and production failures that could disrupt supply[263]. - The company faces significant uncertainty regarding market acceptance of its product candidates based on RNAi technology, which may not generate future revenue from sales or licensing[281]. Strategic Alliances and Market Position - The company may consider strategic alliances or acquisitions, which involve risks that could adversely affect its operations and financial performance[350]. - The company collaborates with U.S. and foreign academic institutions to accelerate preclinical research, which may involve negotiating licenses for resulting technologies[328]. Shareholder and Market Dynamics - The company raised $2.5 million in shareholders' equity to restore compliance with Nasdaq listing requirements after previously falling below the minimum threshold[362]. - The company is under a mandatory monitoring period until September 23, 2026, to maintain compliance with Nasdaq standards, failing which it may face delisting[365]. - The company has experienced volatility in its ordinary shares and warrants, which may be influenced by various external factors, including market conditions and regulatory changes[368]. Legal and Liability Risks - The company may incur significant liabilities from product liability lawsuits, which could limit the commercialization of its products[346]. - The company may not be able to maintain adequate insurance coverage for potential product liability claims, impacting its financial stability[349]. - The company may face substantial litigation expenses and resource diversion if it encounters claims of intellectual property infringement from third parties[325].

Financial Performance - Net loss for the year ended December 31, 2025 was $12,879,000, compared to a net loss of $9,826,000 for the year ended December 31, 2024, indicating an increase in losses of about 31%[14] - The company reported a total comprehensive loss of $12,949,000 for 2025, compared to $9,825,000 in 2024, marking an increase of approximately 31%[14] - The accumulated deficit increased from $50,136,000 in 2024 to $63,015,000 in 2025, representing a growth of about 25.7%[12] - The company has not generated any revenue since inception and anticipates continued losses as it conducts research and development activities[62] Assets and Liabilities - Total assets decreased from $4,698,000 in December 31, 2024 to $2,801,000 in December 31, 2025, representing a decline of approximately 40%[12] - Cash and cash equivalents decreased significantly from $2,338,000 in 2024 to $600,000 in 2025, a reduction of about 74%[12] - Current liabilities rose sharply from $1,772,000 in 2024 to $4,044,000 in 2025, an increase of approximately 128%[12] Operating Expenses - Total operating expenses increased to $11,404,000 in 2025 from $10,108,000 in 2024, reflecting a rise of approximately 12.8%[14] - For the year ended December 31, 2025, the Company incurred total general and administrative expenses of $5,981,000, an increase from $4,115,000 in 2024[63] - Research and development expenses totaled $5,423,000 for the year ended December 31, 2025, compared to $5,993,000 in 2024, indicating a decrease in R&D spending[64] Stock and Financing Activities - The company filed a $75,000,000 shelf registration statement on Form S-3, effective for three years, allowing for the sale of various securities[27] - On May 1, 2025, the company issued unsecured convertible notes with gross proceeds of $900,000, bearing interest at 12.0%[28] - The company raised approximately $1,425,000 in a private placement on June 24, 2025, with net proceeds of $1,079,000 after transaction costs[29] - The company completed an underwritten offering on September 4, 2025, raising gross proceeds of approximately $3,000,000, resulting in net proceeds of $2,690,000[32] - The Company issued convertible notes totaling $900,000, with a portion convertible into common stock at a conversion price of $23.22[71] - The Company recognized stock-based compensation expense of $1,142 for the year ended December 31, 2025[94] Shares and Stock Options - As of December 31, 2025, the Company had 673,008 shares of common stock issued and outstanding, up from 189,194 shares in 2024[78] - The Company granted 32,963 stock options during the year ended December 31, 2025, with a weighted average exercise price of $33.09[93] - A reverse stock split was executed on June 12, 2025, reducing the number of outstanding shares from 3,280,000 to approximately 546,667[38] Tax and Valuation - The company received R&D tax credits of $704,000 and $1,349,000 during the years ended December 31, 2025, and 2024, respectively, indicating a decrease of approximately 47.9%[42] - As of December 31, 2025, the net deferred tax asset was $0, with a valuation allowance of $7,817 against the NOL carryover[97] Lease Obligations - Operating lease cost increased to $35 million in 2025 from $32 million in 2024, representing a 9.38% increase[101] - Cash paid for operating leases rose to $35 million in 2025 compared to $30 million in 2024, marking a 16.67% increase[101] - The total future minimum lease payments under operating lease liability for 2026 are projected at $43 million[101] - The weighted-average remaining lease term for operating leases decreased to 1.58 years in 2025 from 2.58 years in 2024[101] Going Concern - The company has a net capital deficiency that raises substantial doubt about its ability to continue as a going concern[5] - The Company has incurred an aggregate net operating loss of $37,780, with net operating loss carryforwards beginning to expire in 2034[96] Cryptocurrency Holdings - The Company purchased 1,524.69 units of Solana cryptocurrency at a cost of $250, resulting in a loss of $62 upon sale, with no digital assets held as of December 31, 2025[66] - The Company adopted ASU 2023-08, requiring cryptocurrency assets to be measured at fair value, with no prior period impact due to the first-time holding of such assets[58] Foreign Currency Risk - The Company has not utilized derivative instruments to mitigate foreign currency risk, translating monetary assets and liabilities at year-end exchange rates[49]

Financial Performance - Total rental income for 2025 increased to US$ 283.2 million, representing an 11.8% year-over-year growth and exceeding the upper end of the company's guidance[8] - Adjusted Net Operating Income (Adjusted NOI) margin reached 94.8% in 2025, surpassing the revised guidance of 94.5%[8] - Vesta's Funds From Operations (Vesta FFO) totaled US$ 174.9 million in 2025, a 9.2% increase compared to US$ 160.1 million in 2024[8] - Full year Adjusted EBITDA totaled US$ 231.1 million, increasing 13.1% year over year, with an Adjusted EBITDA margin of 84.4%[24] - Total revenues for the twelve months of 2025 increased by 12.2% to US$ 283.2 million, compared to US$ 252.3 million in 2024[71] - Adjusted Net Operating Income (NOI) for 2025 was US$ 259.4 million, reflecting a 12.0% increase from US$ 231.5 million in 2024, with an Adjusted NOI margin of 94.8%[72] - Profit before income taxes for 2025 was US$ 234.0 million, compared to US$ 426.2 million in 2024, showing a decrease of 45.1%[75] - Profit for the twelve months of 2025 was US$ 241.9 million, up from US$ 223.3 million in 2024, representing an 8.3% increase[76] - Total comprehensive income for 2025 was US$ 243.7 million, compared to US$ 210.2 million in 2024, an increase of 15.9%[76] Quarterly Performance - Fourth quarter 2025 total revenues reached US$ 76.4 million, a 17.2% year-over-year increase from US$ 65.2 million in Q4 2024[11] - Fourth quarter 2025 Adjusted NOI increased 17.1% to US$ 69.4 million, with an Adjusted NOI margin of 94.6%[11] - Fourth quarter profit before income tax reached US$ 98.5 million, compared to US$ 81.2 million in the same quarter last year, reflecting a 21.2% increase[48] - Fourth quarter profit was US$ 174.3 million, a significant recovery from a loss of US$ 62.6 million in the fourth quarter of 2024[50] - Funds from Operations (FFO) for Q4 2025 reached US$ 39.3 million, a 4.3% decrease from US$ 41.1 million in Q4 2024, with FFO per share at US$ 0.0458, down 2.3% year-over-year[53][52] Investment and Development - The company signed nearly 5.0 million square feet of lease renewals in 2025, the highest level achieved over the past three years[15] - Vesta began construction on two new buildings, with an estimated investment of approximately US$ 59.0 million and an expected yield on cost of 9.9%[8] - Capital expenditures for 2025 totaled US$ 337.5 million, primarily for investment property development and land acquisitions[77] - Vesta's capital expenditures in Q4 2025 totaled US$ 111.4 million, primarily for new building projects and land acquisitions[54] Property and Portfolio - Total value of Vesta's investment property portfolio was US$ 4.1 billion as of December 31, 2025, an 11.7% increase from US$ 3.7 billion at the end of 2024[12] - Vesta's property portfolio had a vacancy rate of 10.3% as of December 31, 2025, with a total of 4,415,106 square feet vacant[63][64] - The company owned 234 properties totaling 43.0 million square feet of gross leasable area as of December 31, 2025[91] - The company had 53.6 million square feet in land reserves as of December 31, 2025, reflecting a 35.1% increase from the previous quarter[68] Financial Position - Total debt as of December 31, 2025, was US$ 1,275.2 million, with 100% denominated in US dollars and 88.2% of interest rate exposure fixed[55] - Long-term debt increased to $1,273.4 million in 2025, compared to $797.2 million in 2024, indicating a rise of 59.7%[82] - Total assets increased to $4,542.5 million in 2025, up from $3,957.9 million in 2024, representing a growth of 14.7%[82] - Total shareholders' equity reached $2,741.1 million in 2025, up from $2,597.3 million in 2024, an increase of 5.5%[84] Cash Flow and Dividends - Cash and cash equivalents rose significantly to $336.9 million in 2025, compared to $184.1 million in 2024, marking an increase of 83.0%[83] - Net cash generated by operating activities improved to $207.25 million in 2025, up from $129.7 million in 2024, reflecting a growth of 60.0%[83] - The company declared a total dividend of US$ 69.5 million for 2025, to be paid in quarterly installments[78] - The company declared dividends of $69.5 million in 2025, compared to $64.7 million in 2024, reflecting a 12.0% increase[84] Other Financial Metrics - The average exchange rate for 2025 was 19.224, compared to 18.302 in 2024, indicating a depreciation of the local currency[85] - The company reported a profit before income taxes of $228.3 million in 2025, down from $426.2 million in 2024, a decrease of 46.6%[83] - The company’s finance costs for the twelve months ended December 31, 2025, were $56.2 million, up from $44.3 million in 2024, indicating an increase of approximately 26.5%[103] - Adjusted EBITDA margin and other financial metrics were recalibrated to exclude energy income and costs, reflecting a strategic shift in financial reporting[95] - The company emphasizes that Adjusted EBITDA, NOI, and Adjusted NOI are not recognized financial measures under IFRS and should not be considered substitutes for profit or total comprehensive income[98]

Financial Performance and Capital Management - The Bank's commercial real estate (CRE) loans totaled $325.5 million, representing 58% of total loans as of December 31, 2025[27]. - The Bank paid total cash dividends of approximately $3.8 million during 2025, while the net profits for the year and retained net profits for the preceding two years amounted to $6.5 million[114]. - The company’s income is largely dependent on the spread between interest income from loans and securities and interest expenses on deposits, influenced by market interest rates[167]. - The ability to pay dividends to shareholders depends on profitability, capital, liquidity, and regulatory requirements, with dividends derived primarily from the Bank's earnings[207]. - The company anticipates that its current capital resources will satisfy capital requirements for the foreseeable future under current capital rules[205]. - The company must maintain sufficient capital to meet regulatory requirements, with failure to do so potentially affecting financial condition and results of operations[210]. - The Bank is classified as "well capitalized" for regulatory purposes as of December 31, 2025, with a capital conservation buffer exceeding 2.5%[113]. - The minimum Common Equity Tier 1 (CET1) capital ratio is set at 4.50%, with a total CET1 requirement of 7.00% including a conservation buffer of 2.50%[100]. - The Federal Reserve requires a minimum capital ratio of 10.5% for banks, including a capital conservation buffer[89]. - The Federal Reserve expects banks to maintain a leverage ratio of Tier 1 capital to adjusted average quarterly assets of at least 4%[91]. Economic and Market Conditions - The unemployment rate in Lee County was 2.1% at year-end 2025, compared to 2.7% for the State of Alabama[23]. - The Auburn-Opelika metropolitan area was the second fastest growing MSA in Alabama from 2010 to 2022[29]. - Local economic conditions, including inflation and interest rates, significantly impact the company's financial performance, with adverse changes potentially leading to negative operational results[182]. - Market conditions, including inflation and interest rates, may adversely affect consumer confidence and borrowing behaviors, impacting the company's credit quality and financial condition[168]. - Changes in market interest rates and the yield curve can lead to unrealized losses on investment securities, affecting the company's stockholders' equity[169]. Regulatory Environment - The Company is treated as a small banking holding company under the Small BHC Policy, with capital adequacy evaluated on a bank-only basis[44]. - The Federal Reserve requires bank holding companies to act as a source of financial and managerial strength to their FDIC-insured subsidiaries[43]. - The Federal Reserve and the Alabama Superintendent must approve mergers and acquisitions by the Bank[50]. - The DoJ and the Federal Trade Commission adopted new non-binding merger guidelines in 2023, affecting bank and BHC mergers[51]. - The company is subject to extensive banking regulation, which could adversely affect earnings and common stock value, with compliance costs impacting profitability[212]. Risk Management - The Bank has established underwriting standards to manage risks associated with various types of lending[26]. - The company has significant exposures to loans secured by commercial real estate, which is managed through established underwriting policies and internal controls[142]. - The company's allowance for loan losses is influenced by economic conditions, with models based on current expected credit losses (CECL) principles, which may increase variability in provisions for loan losses[171]. - The company is subject to increased scrutiny and regulatory focus due to the concentration of CRE loans, which presents risks of possible loss[175]. - Cybersecurity threats are increasing, and the company may need to invest more resources to protect its data and systems from evolving security risks[192]. Operational Efficiency and Workforce - The Bank closed one branch office in Auburn at the end of 2024, optimizing service efficiency for customers[18]. - The Bank has 145 full-time equivalent employees, with an average tenure of approximately 12 years[28]. - The Company has implemented a 2024 Equity and Incentive Compensation Plan to attract and retain talent in a competitive market[31]. - Incentive compensation programs are in place to avoid excessive risk-taking by employees, but risks remain that could negatively impact financial condition and reputation[206]. Competitive Landscape - The company operates in a highly competitive market with 21 banks in Lee County, including 12 national and regional competitors, which may affect its ability to attract loans and deposits[181]. - The federal government's focus on digital financial technology may increase competition and operational risks for the company, particularly with the rise of digital asset banks and stablecoins[180]. - The company seeks organic growth and may consider acquisitions, but competition from larger financial services firms could increase acquisition costs and dilute earnings[183]. - Future acquisitions and expansion activities may disrupt operations and dilute shareholder value, with various risks associated with managing such growth[184]. Community Engagement - The Company has a "satisfactory" CRA rating as of March 3, 2025, with satisfactory ratings on both its lending and community development tests[61]. - The National Community Reinvestment Coalition reported executing 22 community benefit plans valued at an aggregate of $606 billion for mortgage, small business, and community development lending[60]. - The Capital One Financial acquisition of Discover Financial Services in 2025 included a community benefit plan valued at $265 billion, the largest ever[60].

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025; or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from_________to_________ Commission file number 001-38161 Cibus, Inc. (Exact name of registrant as specified in its charter) _____________________ (S ...

Financial Outlook - Cibus anticipates significant losses will continue for several years, relying on additional near-term financing to maintain operations[16]. - The company expects to reduce annual net cash usage to approximately $30 million or less in 2026 due to workforce reductions and streamlining efforts[30]. - Cibus estimates one-time cash payments of approximately $0.4 million related to workforce reductions in Q1 2026, alongside a non-cash stock compensation expense of about $0.5 million[30]. - Cibus' financial statements include goodwill, which may become impaired under certain conditions, affecting financial results[17]. Market Potential - The global seed market's aggregate trait value is estimated at approximately $12.0 billion, with Cibus focusing on plant traits that enhance productivity and sustainability[25][26]. - Cibus' Rice herbicide tolerance traits have an estimated potential annual addressable royalty of over $200.0 million upon full commercialization in target markets[26]. - Cibus estimates potential annual addressable royalties for its Sclerotinia resistance trait in Soybean could exceed $500 million, with a peak addressable market of 50 million acres[31]. - The global fragrance market is valued at over $65 billion, presenting significant long-term opportunities for Cibus' biofragrance products developed through gene editing[72]. Research and Development - Cibus has successfully completed greenhouse trials for its gene-edited traits in Rice, Canola, and Soybean, with ongoing progress in field trials for Soybean[37]. - Cibus' R&D is focused on developing crop-specific platforms and gene editing technologies, integral to its Trait Machine process[193]. - Cibus' Trait Machine process enables rapid prototyping and commercialization of new traits, significantly reducing the time to market compared to conventional breeding methods[87]. - Cibus' RTDS technology platform allows for rapid and efficient gene editing, significantly changing the scale and speed of trait development and commercialization[131]. Regulatory Environment - Regulatory changes regarding gene editing could significantly impact Cibus' ability to develop and commercialize its products[17]. - The EU's new regulatory framework for gene-edited plants is expected to be published in 2026, potentially constraining access to European acres for Cibus' weed management traits[50]. - The FDA has cleared Cibus' altered lignin alfalfa trait for commercialization in the US, expected to launch the first two commercial gene edited varieties in the next few years[81]. - Cibus has received regulatory opinions confirming that certain early products developed using RTDS technologies will be regulated similarly to conventional breeding in both North and South America[143]. Competitive Landscape - The company faces significant competition, with many competitors possessing greater financial and technical resources[16]. - Cibus faces significant competition from major agricultural chemical companies and smaller biotechnology firms, which have greater financial resources and R&D expertise[180]. - Cibus' proprietary technologies are protected by over 500 patents across 26 patent families, with issued patents expected to expire between 2027 and 2040, providing a competitive advantage[138]. Business Model - Cibus' business model involves licensing plant traits to seed companies for royalties, which is a well-established practice in the industry[26]. - The agricultural trait business is driven by productivity traits, addressable acreage, and trait fees, with royalties paid for each unit sold or acre used[92]. - Cibus operates a capital-efficient and highly scalable business model, focusing on R&D and trait development while partnering with leading seed companies for commercialization[186]. Workforce and Culture - As of December 31, 2025, Cibus had 118 full-time employees, with 29 holding Ph.D. degrees, and approximately 89 employees engaged in R&D[189]. - Cibus aims to maintain a diverse workforce, with approximately 57% of its employees holding advanced degrees and nearly half being women[191]. - The company emphasizes employee well-being through competitive compensation and benefits programs, including healthcare and retirement planning[190]. - Cibus' management team has over 300 years of cumulative industry experience, contributing to its scientific breakthroughs and product development[188]. Strategic Partnerships - The company is exploring alternative customer partnerships in high-potential markets such as India, Asia (excluding China), and Latin America[27]. - Cibus is pursuing partner-funded projects in its productivity trait portfolio until it has sufficient capital resources for a more robust development effort[29]. Trait Development - Cibus' gene editing process, RTDS, is designed to produce non-transgenic traits, ensuring that the final products are indistinguishable from those occurring in nature[125]. - Cibus' productivity traits are classified as non-transgenic and are not subject to heightened GMO regulations in key markets including the United States, Canada, Argentina, Chile, and Ecuador[184]. - Cibus' Trait Machine Process significantly accelerates the development and commercialization of new productivity traits, allowing for quick prototyping and scaling into elite germplasm[185].

Financial Performance and Projections - As of December 31, 2025, the company had an accumulated net loss of €679.1 million and anticipates continued substantial operating losses for the next several years[31]. - The company may need to raise additional capital to fund its operations and product development, with potential impacts on its strategic ambitions if unable to do so[36]. - The company faces significant risks related to its financial position and capital needs, which could materially affect its ability to achieve profitability[30]. - Future sales of the company's products will depend on purchasing decisions from government health administration authorities, which may be affected by adverse global economic conditions[102]. - The company faces risks related to product liability claims, which could divert resources and damage its reputation[106]. - The company is exposed to risks associated with fluctuations in foreign currency exchange rates and economic instability in various markets[104]. - The U.S. Federal Reserve and European Central Bank have raised interest rates multiple times, contributing to economic uncertainty and potential volatility in the company's share price[157]. - Rising inflation may increase costs, including labor and employee benefits, potentially reducing demand for the company's products if customers are adversely affected[160]. Product Development and Regulatory Challenges - The company expects to generate revenues from the commercialization of its Lyme disease vaccine candidate VLA15, with potential approval applications in the U.S. and EU in 2026 and commercialization in 2027 or 2028[32]. - The FDA suspended the biologics license application for IXCHIQ due to serious safety concerns, including reports of over 20 serious adverse events and three deaths[49]. - The European Medicines Agency concluded that the overall benefit-risk balance of IXCHIQ remained positive, lifting temporary restrictions but requiring updated product information[50]. - Regulatory authorities may impose additional requirements or restrictions on the company's products, affecting commercialization and financial performance[46]. - The company is dependent on timely commercialization of its products, including the Lyme disease vaccine, which is contingent on successful partnerships and regulatory approvals[54]. - Clinical trials for product candidates may not yield expected results, leading to potential delays in regulatory approvals and commercialization[64]. - Delays in clinical trials or regulatory approvals could increase development costs and shorten exclusive commercialization periods, affecting competitive positioning[70]. - The approval process for marketing products in jurisdictions outside the United States and the European Union may involve additional testing and regulatory requirements[105]. - The company must ensure compliance with ongoing regulatory requirements, which may differ by country and could impact sales if significant changes occur[85]. - The company faces challenges in maintaining patent protection for its product candidates, which could allow competitors to develop similar products[190]. Strategic Partnerships and Collaborations - The company relies on strategic collaborations, such as with Pfizer for the Lyme disease vaccine, which could impact its financial condition and control over product development[72]. - The company faces risks related to strategic collaborators potentially not committing adequate resources to marketing and distribution, limiting revenue potential[82]. - The company is conducting a technology transfer for its chikungunya vaccine manufacturing process with a strategic partner in Brazil, with plans for a similar arrangement in Asia[81]. - The company faces intense competition for collaboration partners, which may lead to suboptimal terms and potential delays in product development[130]. Market and Competitive Landscape - Sales of the company's vaccines, including IXIARO and DUKORAL, significantly decreased during the COVID-19 pandemic, adversely affecting financial results[45]. - The market opportunities for the company's products may be smaller than anticipated, which could adversely affect financial performance and stock prices[63]. - The launch of competing vaccines may adversely affect the sales of the company's products, particularly in shared markets[120]. - The company may not be able to maintain or gain significant market share if competing products enter the market[121]. - The company is subject to intense competition from larger pharmaceutical companies with greater resources and experience[116]. Supply Chain and Manufacturing Risks - The company relies on single-source suppliers for critical materials, such as fetal bovine serum, which could impact production if supply issues arise[125]. - The company relies on third-party suppliers for key materials and manufacturing, which poses risks of delays in clinical development and regulatory approval processes[132]. - The company may need to increase manufacturing capacity to meet demand for approved products, but lacks experience in large-scale commercialization of vaccine candidates[175]. - The Livingston facility in Scotland is the sole source for the Japanese encephalitis vaccine IXIARO and chikungunya vaccine IXCHIQ, while the Solna facility in Sweden is the sole source for DUKORAL[174]. - The FDA issued a Form 483 letter with 11 observations following an inspection of the Livingston manufacturing site in February 2026, impacting the approval of the BLA supplement for IXIARO[183]. - The Almeida facility is currently unable to produce IXIARO doses for the U.S. market due to compliance issues, leading to potential supply constraints[185]. - Manufacturing costs may exceed current estimates, and any non-compliance could necessitate re-manufacturing, incurring additional costs and delays[186]. Legal and Intellectual Property Risks - The company may face legal proceedings related to past mergers, which could result in additional cash compensation and divert management resources[146]. - Legal proceedings may arise alleging infringement of third-party intellectual property rights, which could negatively impact the company's ability to commercialize its products[206]. - The company may struggle to enforce its intellectual property rights, especially in jurisdictions with weaker protections, which could negatively impact its business[217]. - Changes in patent laws, such as the transition to a "first-to-file" system, could increase uncertainties and costs in obtaining and enforcing patents, adversely affecting the company's operations[221]. - Recent U.S. Supreme Court rulings have narrowed patent protection, creating uncertainty regarding the validity and enforceability of patents[222]. Cybersecurity and Operational Risks - The company faces cybersecurity risks that could disrupt operations and adversely affect its financial condition, with potential significant costs associated with mitigating these risks[161]. - The company has experienced past cyberattacks and anticipates an increase in such incidents, which could materially impact its IT systems and confidential information[162]. - Business disruptions, including pandemics, could materially impact operations and financial condition, as seen with COVID-19[154]. - The ongoing military conflict between Russia and Ukraine may lead to material changes in currency valuations, adversely impacting the company's operating results[172]. Reputational and Market Access Challenges - The company may face reputational challenges due to public perception issues related to vaccines, which could hinder market access and patient enrollment in clinical trials[62]. - The company may be liable for off-label promotion or misleading marketing practices, which could result in regulatory penalties[93].

Financial Performance - In 2025, total revenue decreased by $11.0 million, or 11.1%, to $88.3 million from $99.4 million in 2024, primarily due to lower sales of germanium wafers[291]. - Total revenue for 2025 was $88.3 million, a decrease of 11.1% from $99.4 million in 2024, but an increase of 31.1% from $75.8 million in 2023[294]. - In 2024, total revenue increased by $23.6 million, or 31.1%, to $99.4 million from $75.8 million in 2023, driven by higher demand for InP and GaAs wafer substrates[293]. - Revenue from China decreased by 1.9% in 2025, primarily due to reduced sales of germanium wafer substrates, while revenue from Taiwan decreased by 7.5% due to export permit requirements[295]. - Revenue from customers in Europe decreased by 19.0% in 2025, primarily due to lower demand for GaAs wafer substrates[295]. - Revenue from customers in North America decreased by 77.5% in 2025, primarily due to export permit requirements on InP established by China[295]. - Revenue from customers in Taiwan increased by 63.0% in 2024, primarily due to higher demand for GaAs and InP wafer substrates[297]. - Gross profit for 2025 was $11.2 million, a decrease of 52.8% from $23.8 million in 2024, with a gross margin of 12.7% compared to 24.0% in 2024[298]. - Gross profit increased by $10.5 million in 2024 compared to 2023, with a gross margin of 24.0%[299]. Expenses and Losses - Selling, general and administrative expenses increased by 0.3% to $24.2 million in 2025, representing 27.4% of total revenue[300]. - Research and development expenses decreased by 37.8% to $9.0 million in 2025, accounting for 10.2% of total revenue[302]. - Other income, net decreased by $1.1 million to $0.9 million for 2025, primarily due to reduced Chinese government grants compared to 2024, representing a decrease of 54.9%[307]. - Provision for income taxes increased to $1.7 million for 2025 from $1.1 million in 2024, a change of 46.2%[309]. - Net loss attributable to noncontrolling interests increased significantly to $1.9 million for 2025 from $0.2 million in 2024, an increase of 1062.9%[311]. Cash Flow and Financing - Total cash, restricted cash, and cash equivalents increased by $94.6 million in 2025, reaching $128.4 million by year-end[314]. - Net cash used in operating activities was $12.8 million for 2025, primarily due to a net loss of $23.2 million[316]. - Net cash used in investing activities for 2025 was $6.8 million, mainly for property, plant, and equipment[319]. - Net cash provided by financing activities was $107.1 million for 2025, primarily from a public offering of 8,163,265 shares[322]. - The company recorded a valuation allowance against net deferred tax assets of $27.2 million for 2025 due to uncertainty regarding future profitability[310]. - Cash, restricted cash, and cash equivalents decreased by $16.3 million in 2024, resulting in a principal liquidity source of $33.8 million[315]. - No shares were repurchased under the stock repurchase program during 2025, 2024, and 2023, with approximately $2.7 million remaining available for future repurchases[325]. Investments and Dividends - Aggregate dividends received from PRC subsidiaries and joint ventures were approximately $4.3 million in 2023, $2.4 million in 2024, and $0.9 million in 2025[328]. - In April 2023, Xiaoyi XingAn distributed a dividend of $1.8 million, while JiYa distributed dividends totaling $2.5 million in 2023[328]. - The company has no current intentions to distribute earnings to investors under its corporate structure[329]. - AXT sold approximately 7.28% of Tongmei to private equity investors for about $49 million as part of the IPO process[330]. - Tongmei's IPO application was accepted for review by the Shanghai Stock Exchange on January 10, 2022, and approved on July 12, 2022[332]. - AXT filed a registration statement to offer up to $100 million in various securities, with a prospectus supplement for 7,098,492 shares at $12.25 per share[334]. - Net proceeds from the offering were $93.9 million, intended for increasing manufacturing capacity and R&D for new products[334]. Operational Challenges - The accrued product warranties decreased to $411,000 as of December 31, 2025, down from $451,000 in 2024, primarily due to reduced claims for quality issues[259]. - Inventory reserves for excess and obsolete inventory amounted to $28.4 million as of December 31, 2025, compared to $24.1 million in 2024, indicating a need for ongoing evaluation of inventory levels[260]. - Deferred tax assets have been reduced to zero by a valuation allowance, indicating potential challenges in realizing these assets[274]. - The company accounts for stock-based compensation using the Black-Scholes model, which requires subjective assumptions that can materially affect the estimated fair value[269]. - The company maintains a warranty reserve based on claims experience, which could impact future financial results if actual warranty costs differ from estimates[259]. - Accounts receivable are evaluated quarterly for credit losses, with a focus on balances over 90 days for U.S. customers and over 120 days for foreign customers[257]. - The company is actively monitoring the impact of export restrictions and tariffs on its operations and financial performance[280]. - The political tensions between China and the U.S. have led to fluctuating tariffs, with U.S. tariffs on imports from China increasing from 25% to 70% over a series of announcements[280]. - Wafer substrate sales decreased by $8.8 million, or 13.1%, in 2025, attributed to increased raw material costs and export permit requirements from China[291]. - Equity in income of unconsolidated joint ventures decreased by 77.8% to $0.8 million in 2025, primarily due to export restrictions from China on gallium[305]. Corporate Governance - The Board of Directors appointed Leonard J. Leblanc as a non-independent director to the Audit Committee following the passing of an independent director, ensuring compliance with Nasdaq Listing Rules[283]. - The company has a total investment commitment of approximately $90 million in Dingxing, China, which includes cash for land and buildings, equipment, and local employment[345]. - The company has a minority investment under the fair value method totaling $0 million as of December 31, 2025, down from $0.6 million in 2024[354]. - The company has a minority investment under the equity method totaling $15.0 million and $14.1 million as of December 31, 2025, and 2024, respectively[354]. - The company has no outstanding purchase orders that will incur a penalty if canceled as of December 31, 2025[346]. - The company has a hedging program in place to minimize currency fluctuation risks, particularly related to the Japanese yen[351]. - The company is subject to interest rate fluctuations, with a potential impact of a 10% change in interest rates resulting in an annual interest income change of $167 to $184[352]. - One customer accounted for more than 10% of the company's accounts receivable as of December 31, 2025, and 2024[353]. - The company has entered into a Cross License Agreement with a competitor, which requires annual payments over a 10-year period starting from 2020[344].

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 March 17, 2026 Date of Report (Date of earliest event reported) CervoMed Inc. (Exact name of registrant as specified in its charter) (State or other jurisdiction of incorporation) (Commission File Number) Delaware 001-37942 30-0645032 (I.R.S. Employer Identification No.) 20 Park Plaza, Suite 424 Boston, Massachusetts 02116 (Address of principa ...